Mel T. Nelson - Page 8

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          Moreover, the legislative history states, generally, that the               
          basis adjustment rules are analogous to those provided for                  
          partnerships under section 705 and require that the basis of a              
          shareholder in an S corporation will be adjusted for income and             
          losses for any corporate tax year before the distribution rules             
          apply for that year.                                                        
               In the instant case, the parties agree that MAI realized COD           
          income in the amount of $2,030,568 in the taxable year 1991.                
          Moreover, the parties concur that MAI was insolvent at the time             
          the debt was discharged and that the attendant income derived               
          therefrom is excludable from gross income pursuant to section               
          108(a)(1)(B) and (d)(7).  The parties separate, however, on                 
          whether the Internal Revenue Code permits petitioner to increase            
          the basis of his MAI stock by the amount of the S corporation's             
          COD income.                                                                 
               In essence, petitioner argues that the excluded COD income             
          is described in section 1366(a)(1)(A) because it could affect his           
          income tax liability if it were treated as a pass-through item of           
          income.  In particular, petitioner contends that COD income                 
          excluded under section 108(a) is "tax-exempt" income under                  
          sections 1366(a) and 1367(a).  Thus, petitioner argues that after           
          the amounts are passed through, he is entitled to a basis                   
          increase with respect to his MAI stock for the excluded COD                 
          income.  In sum, petitioner argues that the issue turns on                  





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